<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
Cendant Corporation
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $.01 per share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
151310
-----------------------------
(CUSIP Number)
Charles Y. Tanabe, Esq.
Senior Vice President and General Counsel
Liberty Media Corporation
9197 South Peoria Street
Englewood, Colorado 80112
(720) 875-5400
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
February 7, 2000
-----------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [_].
Note. Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 14 Pages)
_______________________
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
CUSIP NO. 29152510
- ------------------------------------------------------------------------------
NAMES OF REPORTING PERSONS
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Liberty Media Corporation
84-1288730
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS
4
00
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 48,914,600 shares
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
0
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 48,914,600 shares
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
10
0
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
48,914,600 shares
- ------------------------------------------------------------------------------
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
Approximately 6.44%. See Item 5.
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
CO
- ------------------------------------------------------------------------------
Page 2 of 14 Pages
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Statement of
LIBERTY MEDIA CORPORATION
Pursuant to Section 13(d) of the Securities Exchange Act of 1934
in respect of
Cendant Corporation
Item 1. Security and Issuer.
Liberty Media Corporation, a Delaware corporation ("Liberty" or the
"Reporting Person"), is filing this Statement on Schedule 13D (this "Statement")
with respect to the common stock, par value $.01 per share (the "Common Stock"),
of Cendant Corporation, a Delaware corporation (the "Issuer"). The Issuer's
principal executive offices are located at 9 West 57th Street, New York, New
York 10019.
Item 2. Identity and Background.
The reporting person is Liberty, whose principal business address is 9197
South Peoria Street, Englewood, Colorado 80112. Liberty CNTD, Inc., a wholly
owned subsidiary of Liberty ("Liberty CNDT"), is the registered holder of the
shares of Common Stock beneficially owned by Liberty (the "Shares").
Prior to March 9, 1999, Liberty was controlled by Tele-Communications,
Inc., a Delaware corporation ("TCI"). TCI's principal business address is 9197
South Peoria Street, Englewood, Colorado 80112. TCI is principally engaged
through its subsidiaries and affiliates in the acquisition, development and
operation of cable television systems throughout the United States.
As a result of the consummation on March 9, 1999 of the merger (the "AT&T
Merger") of a wholly owned subsidiary of AT&T Corp., a New York corporation
("AT&T"), with and into TCI, (i) TCI became a wholly owned subsidiary of AT&T;
(ii) the businesses and assets of the Liberty Media Group and TCI Ventures Group
of TCI were combined; and (iii) the holders of TCI's Liberty Media Group common
stock and TCI Ventures Group common stock received in exchange for their
Page 3 of 14 Pages
<PAGE>
shares a new class of common stock of AT&T intended to reflect the results of
AT&T's "Liberty Media Group." Following the AT&T Merger, AT&T's "Liberty Media
Group" consists of the assets and businesses of TCI's Liberty Media Group and
its TCI Ventures Group prior to the AT&T Merger, except for certain assets that
were transferred to TCI's "TCI Group" in connection with the AT&T Merger, and
the "AT&T Common Stock Group" consists of all of the other assets and businesses
of AT&T. AT&T's principal business address is 32 Avenue of the Americas, New
York, New York 10013. AT&T is principally engaged in the business of providing
voice, data and video communications services to large and small businesses,
consumers and government entities in the United States and internationally.
The Board of Directors and management of the Reporting Person manage the
business and affairs of the Reporting Person, including, but not limited to,
making determinations regarding the disposition and voting of the Shares.
Although the Reporting Person is a wholly owned subsidiary of AT&T, a majority
of the Reporting Person's Board of Directors consists of individuals designated
by TCI prior to the AT&T Merger. If these individuals or their designated
successors cease to constitute a majority of the Reporting Person's Board of
Directors, the Reporting Person will transfer all of its assets and businesses
to a new entity. Although this new entity would be owned substantially by AT&T,
it would continue to be managed (including with respect to the voting and
disposition of the) by management of the Reporting Person prior to such
transfer of assets.
As a result, the Reporting Person, acting through its Board of Directors
and management, will have the power to determine how the Shares will be voted
and, subject to the limitations of the Delaware General Corporation law, will
have the power to dispose of the Shares, and thus is considered the beneficial
owner of the Shares for purposes of Section 13(d) of the Exchange Act.
The Liberty Media Group, principally through the Reporting Person, is
engaged in (i) the production, acquisition and distribution through all
available formats and media of branded entertainment, educational and
informational programming and software, including multimedia products, (ii)
electronic retailing, direct marketing, advertising sales related to programming
services, infomercials and transaction processing, (iii) international cable
television distribution, telephony and programming, (iv) satellite
communications, and (v) investments in wireless domestic telephony and other
technology ventures.
Schedule 1 attached to this Statement contains the following information
concerning each director, executive officer or controlling person of the
Reporting Person: (i) name and residence or business address, (ii) principal
occupation or employment; and (iii) the name, principal business and address of
any corporation or other organization in which such employment is conducted.
Schedule 1 is incorporated herein by reference.
To the knowledge of the Reporting Person, each of the persons named on
Schedule 1 (the "Schedule 1 Persons") is a United States citizen, except for
David J.A. Flowers, who is a Canadian citizen. During the last five years,
neither the Reporting Person nor any of the Schedule 1 Persons (to the knowledge
of the Reporting Person) has been convicted in a criminal proceeding (excluding
Page 4 of 14 Pages
<PAGE>
traffic violations or similar misdemeanors). During the last five years, neither
the Reporting Person nor any of the Schedule 1 Persons (to the knowledge of the
Reporting Person) has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and, as a result of such
proceeding, is or was subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws.
Schedule 2 attached to this Statement contains the following information,
which has been provided to the Reporting Person by AT&T, concerning each
director, executive officer or controlling person of AT&T: (i) name and
residence or business address, (ii) principal occupation or employment; and
(iii) the name, principal business and address of any corporation or other
organization in which such employment is conducted. Schedule 2 is incorporated
herein by reference.
Based upon information provided to the Reporting Person by AT&T, (i) to the
knowledge of AT&T, each of the persons named on Schedule 2 (the "Schedule 2
Persons") is a United States citizen, (ii) during the last five years, neither
AT&T nor any of the Schedule 2 Persons (to the knowledge of AT&T) has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors), and (iii) during the last five years, neither AT&T nor any of the
Schedule 2 Persons (to the knowledge of AT&T) has been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and,
as a result of such proceeding, is or was subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
The foregoing summary of the terms of the AT&T Merger is qualified in its
entirety by reference to the text of the Agreement and Plan of Restructuring and
Merger, dated as of June 23, 1998, among AT&T, Italy Merger Corp. and TCI, a
copy of which has been incorporated by reference as Exhibit 7(a), and to the
text of the AT&T/TCI Proxy Statement/Prospectus, a copy of which has been
incorporated by reference as Exhibit 7(b).
Item 3. Source and Amount of Funds or Other Consideration.
The Reporting Person entered into a Purchase Agreement, dated as of
December 15, 1999, with the Issuer (the "Stock Purchase Agreement"), providing
for the acquisition (the "Acquisition") by the Reporting Person of (i)
18,000,000 shares of Common Stock and (ii) a warrant (the "Warrant") to purchase
up to an additional 28,956,000 shares of Common Stock at an exercise price of
$23.00 per share (subject to anti-dilution adjustments). The Acquisition was
consummated on February 7, 2000, with the Reporting Person paying a cash
purchase price of $300,000,000 for the 18,000,000 shares of Common Stock and a
cash purchase price of $100,000,000 for the Warrant. The purchase price was paid
with funds from Liberty's existing cash reserves.
Page 5 of 14 Pages
<PAGE>
Each of the foregoing summaries of the terms of the Stock Purchase
Agreement and the Warrant is qualified in its entirety by reference to the full
text of each of the Stock Purchase Agreement and the Warrant, which are included
as Exhibits 7(c) and 7(d), respectively, to this Statement and are incorporated
herein by reference.
Item 4. Purpose of Transaction.
The Reporting Person currently holds its interest in the Issuer for
investment purposes.
Pursuant to the Stock Purchase Agreement, the Reporting Person has agreed
to work with the Issuer to develop Internet and related opportunities associated
with the Issuer's travel, mortgage, real estate and membership businesses. These
efforts may include the creation of joint ventures among Liberty, the Issuer and
others, as well as equity investments by either Liberty or the Issuer in
businesses owned by the other. Liberty and the Issuer have covenanted in the
Stock Purchase Agreement to pursue opportunities in the cable industry which
leverage the Issuer's direct marketing resources and capabilities. The Issuer
has further agreed, in the Stock Purchase Agreement, to assist Liberty in
creating a new venture that will seek to provide broadband video, voice and data
services and content to hotels and their guests on a worldwide basis, for which
the Issuer would receive an equity interest in the venture. Any cooperative
efforts between Liberty and the Issuer in respect of the foregoing would require
their prior agreement on the terms on which those efforts would be undertaken.
The Reporting Person intends to continuously review its investment in the
Issuer, and may in the future determine (i) to acquire additional securities of
the Issuer, through open market purchases, private agreements or otherwise, (ii)
to dispose of all or a portion of the securities of the Issuer owned by it or
(iii) to take any other available course of action, which could involve one or
more of the types of transactions or have one or more of the results described
in the next paragraph of this Item 4. Notwithstanding anything contained herein,
the Reporting Person specifically reserves the right to change its intention
with respect to any or all of such matters. In reaching any decision as to its
course of action (as well as to the specific elements thereof), the Reporting
Person currently expects that it would take into consideration a variety of
factors, including, but not limited to, the following: the Issuer's business and
prospects; other developments concerning the Issuer and the travel services,
real estate services and alliance marketing businesses generally; other business
opportunities available to the Reporting Person; developments with respect to
the business of the Reporting Person; changes in law and government regulations;
general economic conditions; and money and stock market conditions, including
the market price of the securities of the Issuer. Dr. John C. Malone, the
Chairman of the Reporting Person, has been invited to join the Board of
Directors of the Issuer.
The John C. Malone Charitable Remainder Unitrust (the "Trust"), of which
Dr. Malone is the sole trustee, has entered into a Purchase Agreement (the
"Trust Purchase Agreement") with the Issuer pursuant to which the Trust has
agreed to acquire, and the Issuer has agreed to sell, 1,000,000 shares of Common
Stock for a cash purchase price of $16,687,500. The Trust Purchase Agreement
was entered into at the time Liberty entered into the Stock Purchase Agreement.
The purchase by
Page 6 of 14 Pages
<PAGE>
the Trust of the shares subject to the Trust Purchase Agreement is expected to
occur within the next 60 days, upon the satisfaction by the Issuer and the Trust
of customary closing conditions, including the filing of a report, and
expiration or early termination of the waiting period, under the Hart-Scott-
Rodino Antitrust Improvements Act of 1986, as amended.
Other than as set forth in this Statement, the Reporting Person has no
present plans or proposals which relate to or would result in:
(a) The acquisition by any person of additional securities of the Issuer,
or the disposition of securities of the Issuer;
(b) An extraordinary corporate transaction such as a merger,
reorganization or liquidation, involving the Issuer or any of its
subsidiaries;
(c) A sale or transfer of a material amount of assets of the Issuer or of
any of its subsidiaries;
(d) Any change in the present board of directors or management of the
Issuer, including any plans or proposals to change the number or term
of directors or to fill any existing vacancies on the board;
(e) Any material change in the present capitalization or dividend policy
of the Issuer;
(f) Any other material change in the Issuer's business or corporate
structure;
(g) Changes in the Issuer's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control
of the Issuer by any person;
(h) A class of securities of the Issuer being delisted from a national
securities exchange or ceasing to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities
association;
(i) A class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the
Exchange Act; or
(j) Any action similar to any of those enumerated in this paragraph.
The foregoing summary of the terms of the Trust Purchase Agreement is
qualified in its entirety by reference to the full text of the Trust Purchase
Agreement, which is included as Exhibit 7(e) to this Statement and is
incorporated herein by reference.
Item 5. Interest in Securities of the Issuer.
(a) After giving effect to the Acquisition, Liberty beneficially owns
through its subsidiary, Liberty CNDT, 48,914,600 shares of Common Stock. Based
on the 711,025,187 shares of Common Stock that were issued and outstanding as of
October 26, 1999, the 48,914,600 shares beneficially owned by the Reporting
Person represented on that date, on a pro forma basis, 6.44%
Page 7 of 14 Pages
<PAGE>
of the issued and outstanding shares of Common Stock. Of the 48,914,600 shares
beneficially owned by the Reporting Person, 28,956,000 of those shares are
represented by the Warrant, which is immediately exercisable.
Dr. John C. Malone, the Chairman of the Board and a director of Liberty and
a director of AT&T, may be deemed the beneficial owner of the 1,000,000 shares
of Common Stock that may be acquired by the Trust pursuant to the Trust Purchase
Agreement. Dr. Malone is the sole trustee of the Trust. The 1,000,000 shares of
Common Stock that the Trust may acquire represent less than 1% of the shares of
Common Stock issued and outstanding on October 26, 1999, on a pro forma basis.
Mr. Robert R. Bennett, the President, Chief Executive Officer and a
director of Liberty, is the beneficial owner of 5,000 shares of Common Stock.
Mr. David B. Koff, a Senior Vice President and Assistant Secretary of
Liberty, is the beneficial owner with his wife, Judith R. Koff, of 500 shares of
Common Stock.
Except as described in the preceding paragraph, to the knowledge of the
Reporting Person, none of the Schedule 1 Persons and none of the Schedule 2
Persons beneficially owns any shares of Common Stock.
(b) Liberty has the sole power to vote or to direct the voting of the
Shares and the sole power to dispose of, or to direct the disposition of, the
Shares. Dr. Malone has the sole power to vote or to direct the voting of the
shares of Common Stock owned by the Trust, and the sole power to dispose of, or
to direct the disposition of, those shares.
(c) Except for (i) the acquisition by Liberty CNDT of 18,000,000 shares of
Common Stock and the Warrant pursuant to the Stock Purchase Agreement and (ii)
the right of the Trust to acquire 1,000,000 shares of Common Stock pursuant to,
and subject to the terms and conditions of, the Trust Purchase Agreement, no
transactions in the shares of Common Stock have been effected by the Reporting
Person or, to the knowledge of the Reporting Person, by any of the Schedule 1
Persons or Schedule 2 Persons during the past 60 days.
(d) None.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
Except as described in Items 3 and 4 above, there are no contracts,
arrangements, understandings or relationships (legal or otherwise) among the
persons named in Item 2 above and between such persons and any other person with
respect to any securities of the Issuer.
Page 8 of 14 Pages
<PAGE>
Item 7. Materials to be Filed as Exhibits.
Exhibit No. Exhibit
- ----------- -------
7(a) Agreement and Plan of Restructuring and Merger, dated as of June
23, 1998, among AT&T Corp., Italy Merger Corp. and Tele-
Communications, Inc. (incorporated by reference to Appendix A to
the AT&T/TCI Proxy Statement/Prospectus that forms a part of the
Registration Statement on Form S-4 of AT&T (File No. 333-70279)
filed on January 8, 1999 (the "AT&T Registration Statement")).
7(b) AT&T/TCI Proxy Statement/Prospectus (incorporated by reference to
the AT&T Registration Statement).
7(c) Stock Purchase Agreement, between Liberty and the Issuer, dated as
of December 15, 1999.
7(d) Warrant to Purchase 28,956,000 share of Common Stock of Cendant
Corporation.
7(e) Purchase Agreement, between the Trust and the Issuer, dated as of
December 15, 1999.
Page 9 of 14 Pages
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: February 16, 2000
LIBERTY MEDIA CORPORATION
By: /s/ Vivian J. Carr
-------------------------
Name: Vivian J. Carr
Title: Vice President
Page 10 of 14 Pages
<PAGE>
SCHEDULE 1
DIRECTORS AND EXECUTIVE OFFICERS
OF
LIBERTY MEDIA CORPORATION
The name and present principal occupation of each director and executive
officer of Liberty Media Corporation ("Liberty") are set forth below. The
business address for each person listed below is c/o Liberty Media Corporation,
9197 South Peoria Street, Englewood, Colorado 80112. All executive officers and
directors listed on this Schedule 1 are United States citizens, except for David
J.A. Flowers, who is a Canadian citizen.
<TABLE>
<CAPTION>
Name Principal Occupation
- ---- --------------------
<S> <C>
John C. Malone Chairman of the Board and Director of Liberty; Director of AT&T
Corp.
Robert R. Bennett President, Chief Executive Officer and Director of Liberty
Gary S. Howard Executive Vice President, Chief Operating Officer of Liberty
Daniel E. Somers Director of Liberty; Senior Executive Vice President and Chief
Financial Officer of AT&T Corp.
John C. Petrillo Director of Liberty; Executive Vice President, Corporate Strategy
and Business Development of AT&T Corp.
Larry E. Romrell Director of Liberty; Consultant to Tele-Communications, Inc.
Jerome H. Kern Director of Liberty
Paul A. Gould Director of Liberty; Managing Director of Allen & Co.
John D. Zeglis Director of Liberty; Director and President of AT&T Corp.
David B. Koff Senior Vice President and Assistant Secretary of Liberty
Charles Y. Tanabe Senior Vice President, General Counsel and Assistant Secretary of
Liberty
Peter Zolintakis Senior Vice President of Liberty
Vivian J. Carr Vice President and Secretary of Liberty
Kathryn S. Douglass Vice President and Controller of Liberty
David J.A. Flowers Vice President and Treasurer of Liberty
</TABLE>
Page 11 of 14 Pages
<PAGE>
SCHEDULE 2
DIRECTORS AND EXECUTIVE OFFICERS
OF
AT&T CORP.
The name and present principal occupation of each director and executive
officer of AT&T Corp. are set forth below. The business address for each person
listed below is c/o AT&T Corp., 295 North Maple Avenue, Basking Ridge, New
Jersey 07920. All executive officers and directors listed on this Schedule 2 are
United States citizens.
<TABLE>
<CAPTION>
Name Title
- ---- -----
<S> <C>
C. Michael Armstrong Chairman of the Board, Chief Executive Officer and Director
Kenneth T. Derr Director; Chairman and Chief Executive Officer of Chevron
Corporation
M. Kathryn Eickhoff Director; President of Eickhoff Economics Incorporated
Walter Y. Elisha Director; Retired Chairman and Chief Executive Officer of Springs
Industries, Inc.
George M. C. Fisher Director; Chairman and Chief Executive Officer of Eastman Kodak
Company
Donald V. Fites Director; Retired Chairman of Caterpillar, Inc.
Amos B. Hostetter, Jr. Director; Chairman of Pilot House Associates
Ralph S. Larsen Director; Chairman and Chief Executive Officer of Johnson &
Johnson
John C. Malone Director; Chairman of Liberty Media Corporation
Donald F. McHenry Director; President of The IRC Group LLC
Michael I. Sovern Director; President Emeritus and Chancellor Kent Professor of Law
at Columbia University
Sanford I. Weill Director; Chairman and Co-CEO of Citigroup Inc.
Thomas H. Wyman Director
John D. Zeglis President and Director
Harold W. Burlingame Executive Vice President, Merger & Joint Venture Integration
</TABLE>
Page 12 of 14 Pages
<PAGE>
<TABLE>
<CAPTION>
Name Title
- ---- -----
<S> <C>
James W. Cicconi Executive Vice President-Law & Government Affairs and General
Counsel
Mirian M. Graddick Executive Vice President, Human Resources
Daniel R. Hesse Executive Vice President and President & CEO, AT&T Wireless
Services, Inc.
Frank Ianna Executive Vice President and President, AT&T Network Services
Michael G. Keith Executive Vice President and President, Business Services
H. Eugene Lockhart Executive Vice President and President, AT&T Consumer Services
Richard J. Martin Executive Vice President, Public Relations and Employee
Communication
David C. Nagel President, AT&T Labs & Chief Technology Officer
John C. Petrillo Executive Vice President, Corporate Strategy and Business
Development
Richard R. Roscitt Executive Vice President and President & CEO, AT&T Solutions
Daniel E. Somers Senior Executive Vice President and Chief Financial Officer
</TABLE>
Page 13 of 14 Pages
<PAGE>
EXHIBIT INDEX
Exhibit No. Exhibit
- ----------- -------
7(a) Agreement and Plan of Restructuring and Merger, dated as of
June 23, 1998, among AT&T Corp., Italy Merger Corp. and Tele-
Communications, Inc. (incorporated by reference to Appendix A to
the AT&T/TCI Proxy Statement/Prospectus that forms a part of the
Registration Statement on Form S-4 of AT&T (File No. 333-70279)
filed on January 8, 1999 (the "AT&T Registration Statement")).
7(b) AT&T/TCI Proxy Statement/Prospectus (incorporated by reference to
the AT&T Registration Statement).
7(c) Stock Purchase Agreement, between Liberty and the Issuer, dated
as of December 15, 1999.
7(d) Purchase Agreement, between the Trust and the Issuer, dated as of
December 15, 1999.
Page 14 of 14 Pages
<PAGE>
EXHIBIT 7C
PURCHASE AGREEMENT
PURCHASE AGREEMENT, dated as of December 15, 1999 (this "Agreement"),
by and between Cendant Corporation, a Delaware corporation ("Cendant"), and
Liberty Media Corporation, a Delaware corporation ("Liberty").
WHEREAS, Liberty desires to purchase from Cendant, and Cendant desires
to sell to Liberty, 18,000,000 shares (the "Shares") of the common stock, par
value $.01 per share, of Cendant ( the "Common Stock"), as well as non-
transferable warrants (in substantially the form of Exhibit A hereto) to
purchase up to 28,956,000 shares of Common Stock for an exercise price of $23.00
per share (subject to the anti-dilution adjustments set forth in the Warrants
(as hereinafter defined)) at any time during the period beginning on the Closing
Date and ending on the second anniversary thereof (the "Warrants").
NOW, THEREFORE, in consideration of the representations, warranties,
covenants and agreements contained in this Agreement, the parties hereby agree
as follows:
ARTICLE 1
THE PURCHASE
Section 1.1 Purchase and Sale. Upon the terms and subject to the
-----------------
conditions of this Agreement, at the Closing (as hereinafter defined), Cendant
will issue to Liberty, and Liberty will purchase from Cendant (x) the Shares, in
consideration for which, at the Closing, Liberty will pay to Cendant an amount
equal to three hundred million dollars ($300,000,000) in cash (the "Shares
Purchase Price"), and (y) the Warrant, in consideration for which, at the
Closing, Liberty will pay to Cendant an amount equal to one hundred million
dollars ($100,000,000) in cash (the "Warrant Purchase Price" and, together with
the Shares Purchase Price, the "Purchase Price"). Upon the Closing, Liberty
shall pay the Purchase Price to Cendant by wire transfer of immediately
available funds to an account or accounts designated by Cendant in writing for
such purpose prior to the Closing.
Section 1.2 Time and Place of Closing. Upon the terms and subject to
-------------------------
the conditions of this Agreement, the closing of the transactions contemplated
by
<PAGE>
this Agreement (the "Closing") will take place at the offices of Skadden, Arps,
Slate, Meagher & Flom LLP, 919 Third Avenue, New York, New York 10022, at 9:00
a.m. (New York City time) on the third business day following the satisfaction
or waiver of the conditions set forth in Article V, unless another time or date
is agreed to by the parties hereto (the "Closing Date").
Section 1.3 Deliveries by Cendant. Subject to the terms and conditions
---------------------
hereof, at the Closing, Cendant will deliver the following to Liberty:
(a) A certificate or certificates, duly registered on the stock
books of Cendant in the name of Liberty, representing the Shares;
(b) The Warrants; and
(c) The officer's certificate provided for in Section 5.3(c).
Section 1.4 Deliveries by Liberty. Subject to the terms and conditions
---------------------
hereof, at the Closing, Liberty will deliver the following to Cendant:
(a) The Purchase Price, in immediately available funds, in the
manner set forth in Section 1.1 hereof; and
(b) The officer's certificate provided for in Section 5.2(c).
ARTICLE 2
REPRESENTATIONS AND WARRANTIES OF CENDANT
Section 2.1 Organization. Cendant is a corporation duly incorporated,
------------
validly existing and in good standing under the laws of the State of Delaware
and has the requisite corporate power and authority to carry on its business
substantially as it is now being conducted.
Section 2.2 Authority. Cendant has the corporate power and authority to
---------
execute and deliver this Agreement and the Warrants and to consummate the
transactions contemplated hereby and thereby. The execution and delivery of this
Agreement and the Warrants and the consummation of the transactions contemplated
hereby and thereby have been duly and validly authorized by all requisite
corporate action on the part of Cendant. Each of this Agreement has been (and
upon the Closing the Warrants will be) validly executed and delivered by
<PAGE>
Cendant and (assuming this Agreement has been duly authorized, executed and
delivered by Liberty) constitutes (or in the case of the Warrants, will
constitute) a valid and binding agreement of Cendant, enforceable against
Cendant in accordance with its terms, except that (a) such enforcement may be
subject to any bankruptcy, insolvency, reorganization, moratorium, fraudulent
transfer or other laws, now or hereafter in effect, relating to or limiting
creditors' rights generally and (b) enforcement of this Agreement and the
Warrants, including, among other things, the remedy of specific performance and
injunctive and other forms of equitable relief, may be subject to equitable
defenses and to the discretion of the court before which any proceeding therefor
may be brought.
Section 2.3 The Shares. The Shares have been duly and validly
----------
authorized and, when a certificate evidencing the Shares is issued and delivered
against payment of the Shares Purchase Price in accordance with the terms of
this Agreement, the Shares shall be duly and validly issued, fully paid and non-
assessable. Delivery of the certificate(s) for the Shares will pass valid title
to the Shares, free and clear of any claim, lien, charge, security interest,
encumbrance, restriction on transfer or voting or other defect in title
whatsoever ("Liens"), other than Liens resulting from any action(s) relating to
Liberty. As of the Closing, the sale of the Shares to Liberty will be registered
under an effective shelf registration statement filed by Cendant with the
Securities and Exchange Commission (the "SEC").
Section 2.4 The Warrant Shares. The shares of Common Stock issuable
------------------
upon exercise of the Warrants (the "Warrant Shares") (a) are duly and validly
authorized, (b) at the Closing Date, will be reserved for issuance upon exercise
of the Warrants in accordance with their terms, including by reason of the anti-
dilution provisions thereof, (c) assuming issuance in accordance with the terms
of the Warrants, will at the time of exercise of the Warrants be duly and
validly issued, fully paid and nonassessable, and (d) at the time of exercise of
the Warrants, will be registered under an effective registration statement filed
by Cendant with the SEC. Delivery of the certificate(s) for the Warrant Shares
upon exercise of the Warrants will pass valid title to the Warrant Shares, free
and clear of all Liens whatsoever, other than Liens resulting from any action(s)
relating to Liberty. At the time of the Closing, the Warrant Shares will be
registered under an effective shelf registration statement filed by Cendant with
the SEC.
Section 2.5 Capitalization. The authorized capital of Cendant consists
--------------
of 2,000,000,000 shares of Common Stock and 10,000,000 shares of preferred
stock, par value $.01 per share (the "Preferred Stock"). As of October 26,
<PAGE>
1999, there were 711,025,187 shares of Common Stock issued and outstanding and
no shares of Preferred Stock issued and outstanding.
Section 2.6 Consents and Approvals; No Violations. Neither the
-------------------------------------
execution and delivery of this Agreement or the Warrants by Cendant, nor the
consummation by Cendant of the transactions contemplated hereby or thereby will
(a) conflict with or result in any breach of any provision of the amended and
restated certificate of incorporation (the "Cendant Charter") or amended and
restated by-laws of Cendant, (b) result in a violation or breach of, or
constitute (with or without due notice or lapse of time or both) a default (or
give rise to any right of termination, cancellation or acceleration) under, or
require any consent under, any indenture, license, contract, agreement or other
instrument or obligation to which the Cendant is a party, (c) violate any order,
writ, injunction, decree or award rendered by any Governmental Entity (as
hereinafter defined) or any statute, rule or regulation (collectively, "Laws"
and, individually, a "Law") applicable to Cendant, or (d) require any filing
with, or the obtaining of any permit, authorization, consent or approval of, any
governmental or regulatory authority or court, domestic or foreign (a
"Governmental Entity"), except in the case of clauses (c) and (d) of this
Section 2.6, for the applicable requirements of the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended (the "HSR Act").
Section 2.7 SEC Reports. Since January 1, 1999, Cendant has filed all
-----------
required reports, schedules, forms, statements and other documents, including
exhibits and all other information incorporated therein (the "SEC Documents"),
with the SEC. As of their respective dates, the SEC Documents complied in all
material respects with the requirements of the Securities Act of 1933, as
amended, or the Securities Exchange Act of 1934, as amended, as the case may be,
and the rules and regulations of the SEC promulgated thereunder applicable to
such SEC Documents, and none of the SEC Documents when filed (as amended and
restated and as supplemented by subsequently filed SEC Documents) contained any
untrue statement of a material fact or omitted to state a material fact required
to be stated therein or necessary in order to make the statements therein, in
light of the circumstances under which they were made, not misleading.
Section 2.8 Shareholder Vote. The delivery and sale of the Shares and
----------------
the Warrants, and the exercise of the Warrants and the delivery of the Warrant
Shares in accordance with the terms thereof, will not require any vote of
Cendant's shareholders pursuant to the terms of the Cendant Charter or the rules
of the New York Stock Exchange (the "NYSE").
<PAGE>
Section 2.9 Approval of Disinterested Directors. Notwithstanding the
-----------------------------------
foregoing representations, on the date hereof Cendant has not obtained the
approval of a majority of its disinterested directors for the issuance of the
Warrant Shares pursuant to the Warrants, which approval shall be obtained prior
to the Closing.
ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF LIBERTY
Section 3.1 Organization. Liberty is a corporation duly incorporated,
------------
validly existing and in good standing under the laws of the State of Delaware
and has the requisite corporate power and authority to carry on its business
substantially as it is now being conducted.
Section 3.2 Authority Relative to this Agreement. Liberty has the
------------------------------------
corporate power and authority to execute and deliver this Agreement and to
consummate the transactions contemplated hereby. The execution and delivery of
this Agreement and the consummation of the transactions contemplated hereby have
been duly and validly authorized by all requisite corporate action on the part
of Liberty. This Agreement has been duly and validly executed and delivered by
Liberty and (assuming this Agreement has been duly authorized, executed and
delivered by Cendant) constitutes a valid and binding agreement of Liberty,
enforceable against Liberty in accordance with its terms, except that (a) such
enforcement may be subject to any bankruptcy, insolvency, reorganization,
moratorium, fraudulent transfer or other laws, now or hereafter in effect,
relating to or limiting creditors' rights generally and (b) enforcement of this
Agreement, including, among other things, the remedy of specific performance and
injunctive and other forms of equitable relief, may be subject to equitable
defenses and to the discretion of the court before which any proceeding therefor
may be brought.
Section 3.3 Consents and Approvals; No Violations. Neither the
-------------------------------------
execution and delivery of this Agreement by Liberty, nor the consummation by
Liberty of the transactions contemplated hereby will (a) conflict with or result
in any breach of any provision of the certificate of incorporation or by-laws
(or similar organizational documents) of Liberty, (b) result in a violation or
breach of, or constitute (with or without due notice or lapse of time or both) a
default (or give rise to any right of termination, cancellation or acceleration)
under, or require any consent under, any indenture, license, contract, agreement
or other instrument or obligation to which the Liberty is a party, (c) violate
any order, writ, injunction,
<PAGE>
decree or award rendered by any Governmental Entity or Law applicable to
Liberty, or (d) require any filing with, or the obtaining of any permit,
authorization, consent or approval of, any Governmental Entity, except in the
case of clauses (c) and (d) of this Section 3.3, for the applicable requirements
of the HSR Act.
Section 3.4 Liberty Acknowledgment. Liberty has conducted its own
----------------------
independent investigation, review and analysis of Cendant. In entering into this
Agreement, Liberty acknowledges that it has relied solely upon the
aforementioned investigation, review and analysis, and, other than with respect
to the representations and warranties made in Article II of this Agreement,
Liberty acknowledges that none of Cendant, or any of its directors, officers,
employees, affiliates, controlling persons, agents, advisors or representatives
makes or has made any representation or warranty, either express or implied.
ARTICLE 4
COVENANTS
Section 4.1 Consents; Cooperation. Each of Cendant and Liberty shall
---------------------
cooperate, and use its best efforts, to prepare and file all necessary materials
with the appropriate Governmental Entities pursuant to the HSR Act within five
business days of the date of this Agreement. Each party covenants to (x) furnish
the other party with such necessary or appropriate information and reasonable
assistance as such other party may reasonably request in connection with its
preparation of necessary filings and submission pursuant to the HSR Act and (y)
use its commercially reasonable efforts to comply as promptly as possible with
requests for additional information issued by applicable Governmental Entities
pursuant to the HSR Act.
Section 4.2 Future Development Efforts. (a) From and after the
--------------------------
Closing, each of Cendant and Liberty agree to work together to develop Internet
and related opportunities associated with Cendant's travel, mortgage, real
estate and membership businesses. These efforts may include the creation of
joint ventures among Liberty, Cendant and others, as well as equity investments
by either Liberty and Cendant in businesses owned by the other, subject, in all
cases, to the negotiation of mutually agreeable terms between the parties.
(b) In addition, Cendant agrees to assist Liberty in creating a
new venture that will seek to provide broadband video, voice and data services
and content to hotels and their guests on a worldwide basis, in consideration
for which
<PAGE>
Cendant will receive an equity participation interest in such venture, subject
to the negotiation of mutually agreeable terms between the parties.
(c) Cendant and Liberty covenant to pursue opportunities within
the cable industry to leverage Cendant's direct marketing resources and
capabilities, subject to the negotiation of mutually agreeable terms between the
parties with respect to any specific transaction.
(d) The provisions of this Section 4.2 shall not prohibit nor in
any way interfere with the right of Liberty or Cendant, or any of their
respective affiliates, to engage in any business or pursue any business
opportunity (including entering into any agreement in connection therewith),
anywhere in the world, including those that may be in competition with, or
complimentary to, any business engaged in by the other or any of its affiliates.
Section 4.3 Public Announcements. Prior to the Closing, except as
--------------------
otherwise agreed to by the parties, the parties shall not issue any report,
statement or press release or otherwise make any public statements with respect
to this Agreement and the transactions contemplated hereby, except as in the
reasonable judgment of a party (or, in the case of Liberty, AT&T Corporation)
may be required by law or in connection with its obligations as a publicly-held,
exchange-listed company, in which case the parties will use their reasonable
best efforts to reach mutual agreement as to the language of any such report,
statement or press release. Upon execution hereof and upon the Closing, Cendant
and Liberty will consult with each other with respect to the issuance of a joint
report, statement or press release with respect to this Agreement and the
transactions contemplated hereby.
ARTICLE 5
CONDITIONS AND TERMINATION
Section 5.1 Conditions to Each Party's Obligations to Consummate the
--------------------------------------------------------
Transactions Under this Agreement. The respective obligations of each party to
- ---------------------------------
consummate the transactions contemplated hereby is subject to the satisfaction
at or prior to the Closing of the following conditions:
(a) Any waiting periods applicable to the transactions
contemplated by this Agreement under the HSR Act shall have expired or been
terminated; and
<PAGE>
(b) Neither Cendant nor Liberty shall be subject to any order,
decree or injunction of a court of competent jurisdiction, and no statute, rule
or regulation shall have been enacted, promulgated or issued, which enjoins or
prohibits the consummation of any of the transactions contemplated by this
Agreement or the Warrants.
Section 5.2 Conditions to Cendant's Obligations to Consummate the
-----------------------------------------------------
Transactions Under this Agreement. The obligation of Cendant to consummate
- ---------------------------------
the transactions contemplated hereby are further subject to the satisfaction or
waiver of the following conditions:
(a) The representations and warranties of Liberty contained in
this Agreement shall be true and correct at and as of the Closing Date in all
material respects as though such representations and warranties were made at and
as of such date (except to the extent expressly made as of an earlier date, in
which case, as of such date);
(b) Liberty shall have performed and complied in all material
respects with all agreements and obligations required by this Agreement to be
performed or complied with by it on or prior to the Closing; and
(c) Liberty shall have delivered to Cendant an officer's
certificate to the effect that each of the conditions specified above in
Sections 5.2(a) and (b) is satisfied.
Section 5.3 Conditions to Liberty's Obligations to Consummate the
-----------------------------------------------------
Transactions Under this Agreement. The obligation of Liberty to consummate the
- ---------------------------------
transactions contemplated hereby are further subject to satisfaction or waiver
of the following conditions:
(a) The representations and warranties of Cendant contained in
this Agreement shall be true and correct at and as of the Closing Date in all
material respects as though such representations and warranties were made at and
as of such date (except to the extent expressly made as of an earlier date, in
which case, as of such date);
(b) Cendant shall have performed and complied in all material
respects with all agreements and obligations required by this Agreement to be
performed or complied with by it on or prior to the Closing;
<PAGE>
(c) Cendant shall have delivered to Liberty an officer's
certificate to the effect that each of the conditions specified above in
Sections 5.3(a) and (b) is satisfied;
(d) The Shares and the Warrant Shares shall have been approved
for listing on the NYSE, subject only to official notice of issuance;
(e) The sale of the Shares to Liberty shall have been registered
under an effective shelf registration statement filed by Cendant with the SEC;
and
(f) Cendant shall have obtained the approval of a majority of
its disinterested directors for the issuance of the Warrant Shares pursuant to
the Warrant.
ARTICLE 6
TERMINATION
Section 6.1 Termination. This Agreement may be terminated and the
-----------
transactions contemplated hereby may be abandoned at any time prior to the
Closing Date:
(a) by mutual agreement of the parties; or
(b) by Cendant or Liberty at any time after 60 days from the
date of this Agreement if the Closing shall not have occurred by such date;
provided, however, that the right to terminate this Agreement under this Section
- -------- -------
6.1(b) shall not be available to a party, if it has breached any of its
representations, warranties or covenants hereunder in any material respect and
such breach has been the cause of or resulted in the failure of the Closing to
occur on or before such date.
Section 6.2 Procedure for and Effect of Termination. In the event of
---------------------------------------
termination of this Agreement and the abandonment of the transactions
contemplated hereby by the parties pursuant to Section 6.1 hereof, written
notice thereof shall be given by a party so terminating to the other party and
this Agreement shall forthwith terminate and shall become null and void and of
no further effect, and the transactions contemplated hereby shall be abandoned
without further action by Cendant or Liberty. If this Agreement is terminated
pursuant to Section 6.1 hereof:
<PAGE>
(a) all filings, applications and other submissions made
pursuant hereto shall, to the extent practicable, be withdrawn from the
Governmental Entity to which made; and
(b) there shall be no liability or obligation hereunder on the
part of Cendant or Liberty or any of their respective directors, officers,
employees, affiliates, controlling persons, agents or representatives, except
that Cendant or Liberty, as the case may be, may have liability to the other
party if the basis of termination is a breach by Cendant or Liberty, as the case
may be, of one or more of the provisions of this Agreement, and except that the
obligations provided for in this Section 6.2 shall survive any such termination.
ARTICLE 7
MISCELLANEOUS
Section 7.1 Entire Agreement. This Agreement constitutes the entire
----------------
agreement of the parties relating to the subject matter hereof and supersedes
other prior agreements and understandings between the parties both oral and
written regarding such subject matter.
Section 7.2 Severability. Any provision of this Agreement that is held
------------
by a court of competent jurisdiction to violate applicable law shall be limited
or nullified only to the extent necessary to bring the Agreement within the
requirements of such law.
Section 7.3 Notices. Any notice required or permitted by this Agreement
-------
must be in writing and must be sent by facsimile, by nationally recognized
commercial overnight courier, or mailed by United States registered or certified
mail, addressed to the other party at the address below or to such other address
for notice (or facsimile number, in the case of a notice by facsimile) as a
party gives the other party written notice of in accordance with this Section
8.3. Any such notice will be effective as of the date of receipt:
(a) if to Cendant, to
Cendant Corporation
9 West 57/th/ Street
37/th/ Floor
New York, New York 10019
<PAGE>
Fax: (212) 413-1922/23
Attention: General Counsel
with a copy to:
Skadden, Arps, Slate, Meagher & Flom LLP
919 Third Avenue
New York, New York 10022
Fax: (212) 735-2000
Attention: David Fox, Esq.
(b) if to Liberty, to
Liberty Media Corporation
9197 South Peoria Street
Englewood, Colorado
Fax: (720) 875-5882
Attention: General Counsel
Section 7.4 Governing Law; Jurisdiction. This Agreement shall be
---------------------------
governed by, enforced under and construed in accordance with the laws of the
State of New York, without giving effect to any choice or conflict of law
provision or rule thereof. Each of the parties hereto hereby irrevocably and
unconditionally consents to submit to the exclusive jurisdiction of the courts
of the State of New York and of the United States of America in each case
located in the County of New York for any litigation arising out of or relating
to this Agreement and the transactions contemplated hereby (and agrees not to
commence any litigation relating thereto except in such courts) and further
agrees that service of any process, summons, notice or document by U.S.
registered mail to its respective address set forth in Section 7.3 (or to such
other address for notice that such party has given the other party written
notice of in accordance with Section 7.3) shall be effective service of process
for any litigation brought against it in any such court. Each of the parties
hereto hereby irrevocably and unconditionally waives any objection to the laying
of venue of any litigation arising out of this Agreement or the transactions
contemplated hereby in the courts of the State of New York or of the United
States of America in each case located in the County of New York and hereby
further irrevocably and unconditionally waives and agrees not to plead or claim
in any such court that any such litigation brought in any such court has been
brought in an inconvenient forum.
<PAGE>
Section 7.5 Descriptive Headings. The descriptive headings herein are
--------------------
inserted for convenience of reference only and shall in no way be construed to
define, limit, describe, explain, modify, amplify, or add to the interpretation,
construction or meaning of any provision of, or scope or intent of, this
Agreement nor in any way affect this Agreement.
Section 7.6 Counterparts. This Agreement may be signed in counterparts
------------
and all signed copies of this Agreement will together constitute one original of
this Agreement. This Agreement shall become effective when each party hereto
shall have received counterparts thereof signed by all the other parties hereto.
Section 7.7 Assignment. Neither this Agreement nor any of the rights,
----------
interests or obligations hereunder shall be assigned by any of the parties
hereto (whether by operation of law or otherwise) without the prior written
consent of the other party, except that Liberty may cause the Shares and/or the
Warrants and Warrant Shares to be sold to, and registered in the name of, a
wholly owned direct or indirect subsidiary of Liberty. Subject to the preceding
sentence, this Agreement will be binding upon, inure to the benefit of and be
enforceable by the parties and their respective successors and assigns.
Section 7.8 Definition of "Shares." As used in this Agreement, the term
-----------------------
"Shares" includes (a) all dividends (other than ordinary cash dividends with a
record date prior to the Closing) and distributions declared by Cendant on the
Shares subsequent to the date hereof and prior to the Closing and (b) shall be
appropriately adjusted to give effect to any subdivision, combination or
reclassification of the Shares effected prior to the Closing.
<PAGE>
IN WITNESS WHEREOF, each of the undersigned has caused this Agreement
to be duly signed as of the date first above written.
CENDANT CORPORATION
By: /s/ David M. Johnson
-----------------------------
Name: David M. Johnson
Title: Senior Executive Vice President
and Chief Financial Officer
LIBERTY MEDIA CORPORATION
By: /s/ Robert R. Bennett
-----------------------------
Name: Robert R. Bennett
Title: President
<PAGE>
EXHIBIT 7D
CENDANT CORPORATION
(Incorporated under the laws of the State of Delaware)
Void after 5:00 p.m., New York City time, on February 7, 2002
Warrant to Purchase 28,956,000
Shares of Common Stock
Warrant for the Purchase of Shares of Common Stock
--------------------------------------------------
FOR VALUE RECEIVED, CENDANT CORPORATION (the "Company"), a Delaware
corporation, hereby certifies that Liberty CNDT, Inc. ("Liberty") or its
permitted transferees (the "Holder") is entitled, subject to the provisions of
this warrant (the "Warrant"), to purchase from the Company, at any time, or from
time to time during the period commencing at 5:00 p.m. New York City local time,
on February 7, 2000 (the "Closing Date"), and expiring, unless earlier
terminated as hereinafter provided, at 5:00 p.m. New York City local time on
February 7, 2002 (the "Expiration Date"), up to 28,956,000 fully paid and
nonassessable shares of Common Stock (as hereinafter defined) at a price of
$23.00 per share (such exercise price per share, as adjusted proportionately in
the case of an adjustment described in Section 7 hereto, being hereinafter
referred to as the "Exercise Price").
The term "Common Stock" means the shares of Common Stock, $.01 par value,
of the Company as constituted on December 15, 1999 (the "Base Date"), together
with any other equity securities that may be issued by the Company in addition
thereto or in substitution therefor. The aggregate number of shares of Common
Stock issuable upon the exercise of this Warrant shall be adjusted from time to
time as hereinafter set forth. The shares of Common Stock deliverable upon such
exercise, and as adjusted from time to time, are hereinafter sometimes referred
to as "Warrant Stock"
Upon receipt by the Company of evidence reasonably satisfactory to it of
the loss, theft, destruction or mutilation of this Warrant, and (in the case of
loss, theft or destruction) of reasonably satisfactory indemnification, and upon
surrender and cancellation of this Warrant, if mutilated, the Company shall
execute and deliver a
<PAGE>
new Warrant of like tenor and date. Any such new Warrant executed and delivered
shall constitute an additional contractual obligation on the part of the
Company, whether or not this Warrant is lost, stolen, destroyed or mutilated,
which shall be at any time enforceable by anyone.
The Holder agrees with the Company that this Warrant is issued, and all the
rights hereunder shall be held, subject to all of the conditions, limitations
and provisions set forth herein.
1. Exercise of Warrant. This Warrant may be exercised in whole or in part
-------------------
at any time, or from time to time, during the period commencing at 5.00 p.m.,
New York City local time, on the Closing Date, and expiring at 5.00 p.m., New
York City local time, on February 7, 2002 (subject to Section 7.2 hereof) or, if
such day is a day on which banking institutions in the City of New York are
authorized by law to close, then on the next succeeding day that shall not be
such a day. This Warrant may be exercised by presentation and surrender hereof
to the Company at its principal office, with the Warrant Exercise Form attached
hereto duly executed and accompanied by payment (either in cash or by certified
or official bank check, payable to the order of the Company) of the Exercise
Price for the number of shares specified in such Form and instruments of
transfer, if appropriate, duly executed by the Holder or his or her duly
authorized attorney. If this Warrant should be exercised in part only, the
Company shall, upon surrender of this Warrant for cancellation, execute and
deliver a new Warrant evidencing the rights of the Holder thereof to purchase
the balance of the shares purchasable hereunder. Upon receipt by the Company of
this Warrant, together with the Exercise Price, at its office, or by the stock
transfer agent of the Company at its office, in proper form for exercise, the
Holder shall be deemed to be the holder of record of the shares of Common Stock
issuable upon such exercise, notwithstanding that the stock transfer books of
the Company shall then be closed or that certificates representing such shares
of Company Stock shall not then be actually delivered to the Holder. The Company
shall pay any and all documentary stamp or similar issue or transfer taxes
payable in respect of the issue or delivery of shares of Common Stock on
exercise of this Warrant.
2. Reservation of Shares. The Company will at all times reserve for
---------------------
issuance and delivery upon exercise of this Warrant all shares of Common Stock
or other shares of capital stock of the Company (and other securities and
property) from time to time receivable upon exercise of this Warrant. All such
shares (and other securities and property) shall be duly authorized and, when
issued upon such exercise shall be validly issued, fully paid and nonassessable
and free of all preemptive rights.
3. Fractional Shares. No fractional shares or scrip representing
-----------------
fractional shares shall be issued upon the exercise of this Warrant. In lieu of
frac-
2
<PAGE>
tional shares, there shall be paid to the Holder of this Warrant at the time the
Warrant is surrendered pursuant to Section 1 an amount in cash equal to the same
fraction of the Current Market Price of a share of Common Stock on the trading
day immediately prior to the date of such exercise. "Current Market Price" means
the closing sale price of the Common Stock (regular way) on the New York Stock
Exchange.
4. Non-Transferability of Warrant. This Warrant cannot be sold,
------------------------------
transferred or assigned, except to a direct or indirect wholly-owned subsidiary
of Liberty Media Corporation, a Delaware corporation; provided, however, that
-------- -------
the Holder must at all times be either Liberty Media Corporation or a direct or
indirect wholly-owned subsidiary of Liberty Media Corporation.
5. Rights of the Holder. The Holder shall not, by virtue hereof, be
--------------------
entitled to any rights of a stockholder of the Company, either at law or in
equity, and the rights of the Holder are limited to those expressed in this
Warrant.
6. Redemption. This Warrant is not redeemable by the Company.
----------
7. Anti-Dilution Provisions.
------------------------
7.1 Adjustment for Dividends in Other Securities, Property, Etc;
------------------------------------------------------------
Reclassification, Etc. (a) In case at any time or from time to time after the
- ----------------------
Base Date the holders of Common Stock (or any other securities at the time
receivable upon the exercise of this Warrant) shall have received, or on or
after the record date fixed for the determination of eligible stockholders,
shall have become entitled to receive without payment therefor: (i) other or
additional securities or property (other than cash) by way of dividend or
distribution (other than distributions referred to in Section 7.1(b) below),
(ii) any cash paid or payable except cash paid out of earned surplus of the
Company at the Base Date as increased (decreased) by subsequent credits
(charges) thereto (other than credits as a result of a revaluation of property)
and that does not constitute an Extraordinary Cash Dividend (as defined below),
or (iii) other or additional (or less) securities or property (including cash)
by way of stock-split, spin-off, split-up, reclassification, combination of
shares or similar corporate rearrangement, then, and in each such case, the
Holder of this Warrant, upon the exercise thereof as provided in Section 1,
shall be entitled to receive the amount of securities and property (including
cash in the cases referred to in clauses (ii) and (iii) above) which such Holder
would hold on the date of such exercise or then be entitled to receive if on the
Base Date it had been the holder of record of the number of shares of Common
Stock (as constituted on the Base Date) subscribed for upon such exercise as
provided in Section 1 and had thereafter, during the period from the Base Date
to and including the date of such exercise, retained such shares and/or all
other additional (or less) securities and property (including cash in the cases
referred to in clauses (b) and (c) above) receivable by it as aforesaid during
3
<PAGE>
such period, giving effect to all adjustments called for during such period by
Section 7.2.
(b) If the Company shall distribute to all holders of Common
Stock subscription rights or warrants that (i) expire prior to the Expiration
Date (and in the case of subscription rights or warrants for Common Stock, the
exercise price thereof is less than the Current Market Price on the
Determination Date) and (ii) are generally not taxable to the recipients, then
the Exercise Price shall be adjusted by multiplying the Exercise Price in effect
immediately prior to the record date for the determination of stockholders
entitled to receive such distribution by a fraction, of which the numerator
shall be the Current Market Price on the Determination Date, less the fair
market value (as determined in good faith by the Board of Directors of the
Company) of such subscription rights or warrants distributed per share of Common
Stock to the holders of Common Stock, and of which the denominator shall be such
Current Market Price. The "Determination Date" means the earlier of (A) the
record date for the determination of stockholders entitled to receive the
subscription rights or warrants to which this paragraph (b) applies and (B) the
"ex-dividend" date for the issuance of such subscription rights or warrants. The
adjustment pursuant to the foregoing provisions of this paragraph (b) shall be
made successively whenever any distribution to which this paragraph (b) applies,
and shall become effective immediately after the record date for the
determination of stockholders entitled to receive the distribution. Upon each
adjustment to the Exercise Price as a result of this paragraph (b), this Warrant
shall thereafter evidence the right to purchase, at the adjusted Exercise Price,
that number of shares of Common Stock (calculated to the nearest hundredth)
obtained by (x) multiplying the number of shares of Common Stock purchasable
upon exercise of this Warrant prior to such adjustment by the Exercise Price in
effect immediately prior to the adjustment of the Exercise Price and (y)
dividing the product so obtained by the Exercise Price in effect immediately
after such adjustment of the Exercise Price.
(c) The term "Extraordinary Cash Dividend" means any cash
dividend with respect to the Common Stock the amount of which, together with the
aggregate amount of cash dividends on the Common Stock to be aggregated with
such cash dividend in accordance with the following provisions of this
paragraph, equals or exceeds the threshold percentage set forth in the following
sentence. If, upon the date prior to the "ex-dividend" date with respect to a
cash dividend on the Common Stock, the aggregate of the amount of such cash
dividend together with the amount of all cash dividends on the Common Stock with
"ex-dividend" dates occurring in the 365 consecutive day period ending on the
date prior to the "ex-dividend" date with respect to the cash dividend to which
this provision is being applied (other than any such other cash dividends with
"ex-dividend" dates occurring in such period for which a prior adjustment under
this Section 7.1 was made) equals or exceeds on a per share basis 15% of the
average of the Current Market Prices
4
<PAGE>
during the period beginning on the date after the first such "ex-dividend" date
in such period and ending on the date prior to the "ex-dividend" date with
respect to a cash dividend to which this provision is being applied (except that
if no other cash dividend has had an "ex-dividend" date occurring in such
period, the period for calculating the average of such closing sale prices shall
be the period commencing 365 days prior to the date immediately prior to the
"ex-dividend" date with respect to the cash dividend to which this provision is
being applied), such cash dividend together with each other cash dividend with
an "ex-dividend" date occurring in such 365-day period that is aggregate with
such cash dividend in accordance with this paragraph shall be deemed to be an
Extraordinary Cash Dividend.
7.2 Adjustment for Reorganization, Consolidation, Merger, Etc. In
---------------------------------------------------------
case of (i) any reorganization of the Company (or any other corporation or
entity, the securities of which are at the time receivable on the exercise of
this Warrant) after the Base Date or (ii) the Company (or any such other
corporation or entity) shall consolidate with or merge into another corporation
or entity or convey all or substantially all of its assets to another
corporation or other entity or (iii) the Company is a party to a merger or
binding share exchange which reclassifies or changes all of its outstanding
Common Stock, then, and in each such case, the Holder of this Warrant upon the
exercise thereof as provided in Section 1 at any time after the consummation of
such reorganization, consolidation, merger, conveyance or binding share
exchange, shall be entitled to receive, in lieu of the securities and property
receivable upon the exercise of this Warrant prior to such consummation, the
securities or property to which such Holder would have been entitled upon
consummation if said Holder had exercised this Warrant immediately prior
thereto, all subject to further adjustment as provided in Section 7.1; in each
such case, the terms of this Warrant shall be applicable to the securities or
property receivable upon the exercise of this Warrant after such consummation.
In case the Company (or any other corporation or other entity, the securities of
which are at the time receivable on exercise of this Warrant) shall consolidate
with or merge into another corporation or convey all or substantially all of its
assets to another corporation, then, if and only if the consideration per share
of Common Stock received in such transaction is comprised solely of cash ("Cash
Consideration") and such Cash Consideration is equal to or less than the
Exercise Price then the Warrants shall automatically expire upon consummation of
such transaction provided that, in each case, the Warrants shall survive
--------
consummation of such transaction and the terms of this Section 7.2 shall apply.
The Company shall not effect any such consolidation, merger, transfer of binding
share exchange of all of its shares of Common Stock unless prior to or
simultaneously with the consummation thereof the successor (if other than the
Company) resulting from such consolidation or merger or the entity purchasing
such assets or other appropriate entity shall assume, by written agreement, the
obligation to deliver to the Holder of this Warrant such securities, cash or
other property as, in accordance with the
5
<PAGE>
foregoing provisions, such Holder may be entitled to purchase and the other
obligations under this Warrant.
7.3 Certificate as to Adjustments. In each case of an adjustment in
-----------------------------
the number of shares of Common Stock (or other securities or property)
receivable on the exercise of the Warrant, the Company at its expense will
promptly compute such adjustment in accordance with the terms of the Warrant and
prepare a certificate setting forth such adjustment and showing in detail the
facts upon which such adjustment is based, including a statement of the pro
forma adjusted Exercise Price. The Company will forthwith mail a copy of each
such certificate to the Holder of this Warrant.
7.4 Notices of Record Date, Etc.
----------------------------
In case:
(a) the Company shall take a record of the holders of its Common
Stock (or other securities at the time receivable upon the exercise of the
Warrant) for the purpose of entitling them to receive any dividend (other than a
cash dividend that is not an Extraordinary Cash Dividend) or other distribution,
or any right to subscribe for, purchase or otherwise acquire any shares of stock
of any class or any other securities, or to receive any other right;
(b) of any capital reorganization of the Company (other than a stock
split or reverse stock split), any reclassification of the capital stock of the
Company, any consolidation or merger of the Company with or into another
corporation or entity (other than a merger for purposes of change of domicile)
or any conveyance of all or substantially all of the assets of the Company to
another corporation or entity;
(c) of any voluntary of involuntary dissolution, liquidation or
winding-up of the Company; or
(d) the Company proposes to take any other action that would require
adjustment to the Exercise Price or the number of shares of Common Stock
issuable upon exercise of this Warrant pursuant to this Section 7.
then, and in such case, the Company shall mail or cause to be mailed
to the Holder of the Warrant at the time outstanding a notice specifying, as the
case may be, (i) the date on which a record is to be taken for the purpose of
such dividend, distribution or right, and stating the amount and character of
such dividend, distribution or right, or (ii) the date on which such
reorganization, reclassification, consolidation, merger, binding share exchange,
conveyance, dissolution, liquidation or
6
<PAGE>
winding-up is to take place, and the time, if any, is to be fixed, as to which
the holders of record of Common Stock (or such other securities at the time
receivable upon the exercise of the Warrant) shall be entitled to exchange their
shares of Common Stock (or such other securities) for securities or other
property deliverable upon such reorganization, reclassification, consolidation,
merger, conveyance, dissolution, liquidation or winding-up. Such notice shall be
mailed at least twenty (20) days prior to the date therein specified.
7.5 De Minimus Adjustments. No adjustment to the Exercise Price shall
----------------------
be required unless such adjustment would require an increase or decrease of at
least 1% in such price; provided, however, that any adjustments which by reason
of this Section 7.5 are not required to be made shall be carried forward and
taken into account in any subsequent adjustment. All calculations under this
Section 7 shall be made to the nearest cent or to the nearest one-hundredth of a
share, as the case may be.
8. Applicable Law. The Warrant is issued under and shall for all purposes
--------------
be governed by and construed in accordance with the laws of the State of
Delaware.
9. Notice. Notices and other communications to be given to the Holder of
------
the Warrant evidenced by this certificate shall be deemed to have been
sufficiently given, if delivered or mailed, addressed in the name and at the
address of such owner appearing on the records of the Company, and if mailed,
sent registered or certified mail, postage prepaid. Notices or other
communications to the Company shall be deemed to have been sufficiently given if
delivered by hand or mailed, by registered or certified mail, postage prepaid,
to the Company at 9 West 57th Street, 37th Floor, New York 10019, Attn: General
Counsel, or at such other address as the Company shall have designated by
written notice to such registered owner as herein provided. Notice by mail shall
be deemed given when deposited in the United States mail as herein provided.
10. Registration. At the time of the exercise of this Warrant, the shares
------------
of Common Stock issuable pursuant thereto shall be registered under an effective
registration statement filed by Cendant with the Securities and Exchange
Commission.
7
<PAGE>
IN WITNESS WHEREOF, the Company has caused this Warrant to be signed on its
behalf, in its corporate name, by its duly authorized officer, all as of the day
and year first above written.
CENDANT CORPORATION
By: /s/
--------------------
Name:
Title:
8
<PAGE>
WARRANT EXERCISE FORM
The undersigned hereby irrevocably elects to exercise the within Warrant to the
extent of purchasing _________________________ shares of Common Stock of Cendant
Corporation and hereby makes payment at the rate of $____ per share, or an
aggregate if $____, in payment therefor.
_____________________________
Name of Registered Holder
_____________________________
Signature
_____________________________
Signature, if held jointly
____________________________ Date
9
<PAGE>
EXHIBIT 7E
PURCHASE AGREEMENT
PURCHASE AGREEMENT, dated as of December 15, 1999 (this "Agreement"), by
and between Cendant Corporation, a Delaware corporation ("Cendant"), and the
John C. Malone Charitable Remainder Unitrust, a trust formed under the laws of
Colorado (the "Trust"), with John C. Malone acting as trustee (the "Trustee").
WHEREAS, the Trust desires to purchase from Cendant, and Cendant desires to
sell to the Trust, 1,000,000 shares (the "Shares") of the common stock, par
value $.01 per share, of Cendant (the "Common Stock").
NOW, THEREFORE, in consideration of the representations, warranties,
covenants and agreements contained in this Agreement, the parties hereby agree
as follows:
ARTICLE 1
THE PURCHASE
Section 1.1 Purchase and Sale. Upon the terms and subject to the
-----------------
conditions of this Agreement, at the Closing (as hereinafter defined), Cendant
will issue to the Trust, and the Trust will purchase from Cendant the Shares in
consideration for which, at the Closing, the Trust will pay to Cendant an amount
equal to $16,687,500 in cash (the "Purchase Price"), payable by wire transfer of
immediately available funds to an account or accounts designated by Cendant in
writing for such purpose prior to the Closing.
Section 1.2 Time and Place of Closing. Upon the terms and subject to
-------------------------
the conditions of this Agreement, the closing of the transactions contemplated
by this Agreement (the "Closing") will take place at the offices of Skadden,
Arps, Slate, Meagher & Flom LLP, 919 Third Avenue, New York, New York 10022, at
9:00 a.m. (New York City time) on the third business day following the
satisfaction or waiver of the conditions set forth in Article V, unless another
time or date is agreed to by the parties hereto (the "Closing Date").
<PAGE>
Section 1.3 Deliveries by Cendant. Subject to the terms and conditions
---------------------
hereof, at the Closing, Cendant will deliver the following to the Trust:
(a) A certificate or certificates, duly registered on the stock
books of Cendant in the name of the Trust, representing the Shares; and
(b) The officer's certificate provided for in Section 5.3(c).
Section 1.4 Deliveries by the Trust. Subject to the terms and
-----------------------
conditions hereof, at the Closing, the Trust will deliver the following to
Cendant:
(a) The Purchase Price, in immediately available funds, in the
manner set forth in Section 1.1 hereof; and
(b) The officer's certificate provided for in Section 5.2(c).
ARTICLE 2
REPRESENTATIONS AND WARRANTIES OF CENDANT
Section 2.1 Organization. Cendant is a corporation duly incorporated,
------------
validly existing and in good standing under the laws of the State of Delaware
and has the requisite corporate power and authority to carry on its business
substantially as it is now being conducted.
Section 2.2 Authority. Cendant has the corporate power and authority
---------
to execute and deliver this Agreement and to consummate the transactions
contemplated hereby. The execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby have been duly and validly
authorized by all requisite corporate action on the part of Cendant. This
Agreement has been validly executed and delivered by Cendant and (assuming this
Agreement has been duly authorized, executed and delivered by the Trust)
constitutes a valid and binding agreement of Cendant, enforceable against
Cendant in accordance with its terms, except that (a) such enforcement may be
subject to any bankruptcy, insolvency, reorganization, moratorium, fraudulent
transfer or other laws, now or hereafter in effect, relating to or limiting
creditors' rights generally and (b) enforcement of this Agreement, including,
among other things, the remedy of specific performance and injunctive and other
forms of equitable relief, may be subject to equitable defenses and to the
discretion of the court before which any proceeding therefor may be brought.
<PAGE>
Section 2.3 The Shares. The Shares have been duly and validly
----------
authorized and, when a certificate evidencing the Shares is issued and delivered
against payment of the Purchase Price in accordance with the terms of this
Agreement, the Shares shall be duly and validly issued, fully paid and non-
assessable. Delivery of the certificate(s) for the Shares will pass valid title
to the Shares, free and clear of any claim, lien, charge, security interest,
encumbrance, restriction on transfer or voting or other defect in title
whatsoever ("Liens"), other than Liens resulting from any action(s) relating to
the Trust. As of the Closing, the sale of the Shares to the Trust will be
registered under an effective shelf registration statement filed by Cendant with
the Securities and Exchange Commission (the "SEC").
Section 2.4 Capitalization. The authorized capital of Cendant consists
--------------
of 2,000,000,000 shares of Common Stock and 10,000,000 shares of preferred
stock, par value $.01 per share (the "Preferred Stock"). As of October 26, 1999,
there were 711,025,187 shares of Common Stock issued and outstanding and no
shares of Preferred Stock issued and outstanding.
Section 2.5 Consents and Approvals; No Violations. Neither the
-------------------------------------
execution and delivery of this Agreement by Cendant, nor the consummation by
Cendant of the transactions contemplated hereby or thereby will (a) conflict
with or result in any breach of any provision of the amended and restated
certificate of incorporation (the "Cendant Charter") or amended and restated by-
laws of Cendant, (b) result in a violation or breach of, or constitute (with or
without due notice or lapse of time or both) a default (or give rise to any
right of termination, cancellation or acceleration) under, or require any
consent under, any indenture, license, contract, agreement or other instrument
or obligation to which the Cendant is a party, (c) violate any order, writ,
injunction, decree or award rendered by any Governmental Entity (as hereinafter
defined) or any statute, rule or regulation (collectively, "Laws" and,
individually, a "Law") applicable to Cendant, or (d) require any filing with, or
the obtaining of any permit, authorization, consent or approval of, any
governmental or regulatory authority or court, domestic or foreign (a
"Governmental Entity"), except in the case of clauses (c) and (d) of this
Section 2.5, for the applicable requirements of the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended (the "HSR Act").
Section 2.6 SEC Reports. Since January 1, 1999, Cendant has filed all
-----------
required reports, schedules, forms, statements and other documents, including
exhibits and all other information incorporated therein (the "SEC Documents"),
with
<PAGE>
the SEC. As of their respective dates, the SEC Documents complied in all
material respects with the requirements of the Securities Act of 1933, as
amended, or the Securities Exchange Act of 1934, as amended, as the case may be,
and the rules and regulations of the SEC promulgated thereunder applicable to
such SEC Documents, and none of the SEC Documents when filed (as amended and
restated and as supplemented by subsequently filed SEC Documents) contained any
untrue statement of a material fact or omitted to state a material fact required
to be stated therein or necessary in order to make the statements therein, in
light of the circumstances under which they were made, not misleading.
Section 2.7 Shareholder Vote. The delivery and sale of the Shares will
----------------
not require any vote of Cendant's shareholders pursuant to the terms of the
Cendant Charter or the rules of the New York Stock Exchange (the "NYSE").
ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF the Trust
Section 3.1 Formation; Authority Relative to this Agreement. The Trust
-----------------------------------------------
is duly formed, validly existing and in good standing under the laws of the
State of Colorado. The Trustee has the requisite power and authority to execute
and deliver this Agreement and to consummate the transactions contemplated
hereby on behalf of the Trust. The execution and delivery of this Agreement and
the consummation of the transactions contemplated hereby have been duly and
validly authorized by all requisite action on the part of the Trust. This
Agreement has been duly and validly executed and delivered by the Trustee on
behalf of the Trust and (assuming this Agreement has been duly authorized,
executed and delivered by Cendant) constitutes a valid and binding agreement of
the Trust, enforceable against the Trust in accordance with its terms, except
that (a) such enforcement may be subject to any bankruptcy, insolvency,
reorganization, moratorium, fraudulent transfer or other laws, now or hereafter
in effect, relating to or limiting creditors' rights generally and (b)
enforcement of this Agreement, including, among other things, the remedy of
specific performance and injunctive and other forms of equitable relief, may be
subject to equitable defenses and to the discretion of the court before which
any proceeding therefor may be brought.
Section 3.2 Consents and Approvals; No Violations. Neither the
-------------------------------------
execution and delivery of this Agreement by the Trust, nor the consummation by
the Trust of the transactions contemplated hereby will (a) conflict with or
result in any breach of any provision of the organizational documents of the
Trust, (b) result in a
<PAGE>
violation or breach of, or constitute (with or without due notice or lapse of
time or both) a default (or give rise to any right of termination, cancellation
or acceleration) under, or require any consent under, any indenture, license,
contract, agreement or other instrument or obligation to which the Trust is a
party, (c) violate any order, writ, injunction, decree or award rendered by any
Governmental Entity or Law applicable to the Trust, or (d) require any filing
with, or the obtaining of any permit, authorization, consent or approval of, any
Governmental Entity, except in the case of clauses (c) and (d) of this Section
3.3, for the applicable requirements of the HSR Act.
Section 3.3 Trust Acknowledgment. The Trust has conducted its own
--------------------
independent investigation, review and analysis of Cendant. In entering into this
Agreement, the Trust acknowledges that it has relied solely upon the
aforementioned investigation, review and analysis, and, other than with respect
to the representations and warranties made in Article II of this Agreement, the
Trust acknowledges that none of Cendant, or any of its directors, officers,
employees, affiliates, controlling persons, agents, advisors or representatives
makes or has made any representation or warranty, either express or implied.
ARTICLE 4
COVENANTS
Section 4.1 Consents; Cooperation. Each of Cendant and the Trust shall
---------------------
cooperate, and use its best efforts, to prepare and file all necessary materials
with the appropriate Governmental Entities pursuant to the HSR Act within five
business days of the date of this Agreement. Each party covenants to (x) furnish
the other party with such necessary or appropriate information and reasonable
assistance as such other party may reasonably request in connection with its
preparation of necessary filings and submission pursuant to the HSR Act and (y)
use its commercially reasonable efforts to comply as promptly as possible with
requests for additional information issued by applicable Governmental Entities
pursuant to the HSR Act.
Section 4.2 Public Announcements. Prior to the Closing, except as
--------------------
otherwise agreed to by the parties, the parties shall not issue any report,
statement or press release or otherwise make any public statements with respect
to this Agreement and the transactions contemplated hereby, except as in the
reasonable judgment of a party may be required by law or in connection with its
obligations as a publicly-held, exchange-listed company, in which case the
parties will use their reasonable best
<PAGE>
efforts to reach mutual agreement as to the language of any such report,
statement or press release. Upon execution hereof and upon the Closing, Cendant
and the Trust will consult with each other with respect to the issuance of a
joint report, statement or press release with respect to this Agreement and the
transactions contemplated hereby.
ARTICLE 5
CONDITIONS AND TERMINATION
Section 5.1 Conditions to Each Party's Obligations to Consummate the
--------------------------------------------------------
Transactions Under this Agreement. The respective obligations of each party to
- ----------------------------------
consummate the transactions contemplated hereby is subject to the satisfaction
at or prior to the Closing of the following conditions:
(a) Any waiting periods applicable to the transactions
contemplated by this Agreement under the HSR Act shall have expired or been
terminated; and
(b) Neither Cendant nor the Trust shall be subject to any order,
decree or injunction of a court of competent jurisdiction, and no statute, rule
or regulation shall have been enacted, promulgated or issued, which enjoins or
prohibits the consummation of any of the transactions contemplated by this
Agreement.
Section 5.2 Conditions to Cendant's Obligations to Consummate the
-----------------------------------------------------
Transactions Under this Agreement. The obligation of Cendant to consummate
- ----------------------------------
the transactions contemplated hereby are further subject to the satisfaction or
waiver of the following conditions:
(a) The representations and warranties of the Trust contained in
this Agreement shall be true and correct at and as of the Closing Date in all
material respects as though such representations and warranties were made at and
as of such date (except to the extent expressly made as of an earlier date, in
which case, as of such date).
(b) The Trust shall have performed and complied in all material
respects with all agreements and obligations required by this Agreement to be
performed or complied with by it on or prior to the Closing; and
(c) The Trustee shall have delivered to Cendant on behalf
<PAGE>
of the Trust a certificate to the effect that each of the conditions specified
above in Sections 5.2(a) and (b) is satisfied.
Section 5.3 Conditions to the Trust's Obligations to Consummate the
-------------------------------------------------------
Transactions Under this Agreement. The obligation of the Trust to consumate
- ---------------------------------
the transactions contemplated hereby are further subject to satisfaction or
waiver of the following conditions:
(a) The representations and warranties of Cendant contained in
this Agreement shall be true and correct at and as of the Closing Date in all
material respects as though such representations and warranties were made at and
as of such date (except to the extent expressly made as of an earlier date, in
which case, as of such date);
(b) Cendant shall have performed and complied in all material
respects with all agreements and obligations required by this Agreement to be
performed or complied with by it on or prior to the Closing;
(c) Cendant shall have delivered to the Trust an officer's
certificate to the effect that each of the conditions specified above in
Sections 5.3(a) and (b) is satisfied;
(d) The Shares shall have been approved for listing on the NYSE,
subject only to official notice of issuance;
(e) The sale of the Shares to the Trust shall have been
registered under an effective shelf registration statement filed by Cendant with
the SEC; and
(f) All of the conditions in Section 5.3 of the Purchase
Agreement, dated as of December 16, 1999, by and between Cendant and Liberty
Media Corporation, shall have been satisfied or waived.
ARTICLE 6
TERMINATION
<PAGE>
Section 6.1 Termination. This Agreement may be terminated and the
-----------
transactions contemplated hereby may be abandoned at any time prior to the
Closing Date:
(a) by mutual agreement of the parties; or
(b) by Cendant or the Trust at any time after 60 days from the
date of this Agreement if the Closing shall not have occurred by such date;
provided, however, that the right to terminate this Agreement under this Section
- -------- -------
6.1(b) shall not be available to a party, if it has breached any of its
representations, warranties or covenants hereunder in any material respect and
such breach has been the cause of or resulted in the failure of the Closing to
occur on or before such date.
Section 6.2 Procedure for and Effect of Termination. In the event of
---------------------------------------
termination of this Agreement and the abandonment of the transactions
contemplated hereby by the parties pursuant to Section 6.1 hereof, written
notice thereof shall be given by a party so terminating to the other party and
this Agreement shall forthwith terminate and shall become null and void and of
no further effect, and the transactions contemplated hereby shall be abandoned
without further action by Cendant or the Trust. If this Agreement is terminated
pursuant to Section 6.1 hereof:
(a) all filings, applications and other submissions made
pursuant hereto shall, to the extent practicable, be withdrawn from the
Governmental Entity to which made; and
(b) there shall be no liability or obligation hereunder on the
part of Cendant or the Trust or any of their respective directors, officers,
employees, affiliates, controlling persons, agents or representatives, except
that Cendant or the Trust, as the case may be, may have liability to the other
party if the basis of termination is a breach by Cendant or the Trust, as the
case may be, of one or more of the provisions of this Agreement, and except that
the obligations provided for in this Section 6.2 shall survive any such
termination.
ARTICLE 7
MISCELLANEOUS
<PAGE>
Section 7.1 Entire Agreement. This Agreement constitutes the entire
----------------
agreement of the parties relating to the subject matter hereof and supersedes
other prior agreements and understandings between the parties both oral and
written regarding such subject matter.
Section 7.2 Severability. Any provision of this Agreement that is held
------------
by a court of competent jurisdiction to violate applicable law shall be limited
or nullified only to the extent necessary to bring the Agreement within the
requirements of such law.
Section 7.3 Notices. Any notice required or permitted by this Agreement
-------
must be in writing and must be sent by facsimile, by nationally recognized
commercial overnight courier, or mailed by United States registered or certified
mail, addressed to the other party at the address below or to such other address
for notice (or facsimile number, in the case of a notice by facsimile) as a
party gives the other party written notice of in accordance with this Section
8.3. Any such notice will be effective as of the date of receipt:
(a) if to Cendant, to
Cendant Corporation
9 West 57/th/ Street
37/th/ Floor
New York, NY 10019
Fax: (212) 413-1922/23
Attention: General Counsel
with a copy to:
Skadden, Arps, Slate, Meagher & Flom LLP
919 Third Avenue
New York, New York 10022
Fax: (212) 735-2000
Attention: David Fox, Esq.
(b) if to the Trust, to
John C. Malone Charitable Trust
c/o Liberty Media Corporation
9197 South Peoria Street
Englewood, Colorado
<PAGE>
Fax: (720) 875-5882
Attention: General Counsel
Section 7.4 Governing Law; Jurisdiction. This Agreement shall be
---------------------------
governed by, enforced under and construed in accordance with the laws of the
State of New York, without giving effect to any choice or conflict of law
provision or rule thereof. Each of the parties hereto hereby irrevocably and
unconditionally consents to submit to the exclusive jurisdiction of the courts
of the State of New York and of the United States of America in each case
located in the County of New York for any litigation arising out of or relating
to this Agreement and the transactions contemplated hereby (and agrees not to
commence any litigation relating thereto except in such courts) and further
agrees that service of any process, summons, notice or document by U.S.
registered mail to its respective address set forth in Section 7.3 (or to such
other address for notice that such party has given the other party written
notice of in accordance with Section 7.3) shall be effective service of process
for any litigation brought against it in any such court. Each of the parties
hereto hereby irrevocably and unconditionally waives any objection to the laying
of venue of any litigation arising out of this Agreement or the transactions
contemplated hereby in the courts of the State of New York or of the United
States of America in each case located in the County of New York and hereby
further irrevocably and unconditionally waives and agrees not to plead or claim
in any such court that any such litigation brought in any such court has been
brought in an inconvenient forum.
Section 7.5 Descriptive Headings. The descriptive headings herein are
--------------------
inserted for convenience of reference only and shall in no way be construed to
define, limit, describe, explain, modify, amplify, or add to the interpretation,
construction or meaning of any provision of, or scope or intent of, this
Agreement nor in any way affect this Agreement.
Section 7.6 Counterparts. This Agreement may be signed in counterparts
------------
and all signed copies of this Agreement will together constitute one original of
this Agreement. This Agreement shall become effective when each party hereto
shall have received counterparts thereof signed by all the other parties hereto.
Section 7.7 Assignment. Neither this Agreement nor any of the rights,
----------
interests or obligations hereunder shall be assigned by any of the parties
hereto (whether by operation of law or otherwise) without the prior written
consent of the other party. Subject to the preceding sentence, this Agreement
will be binding upon, inure to the benefit of and be enforceable by the parties
and their respective successors and assigns.
<PAGE>
Section 7.8 Definition of "Shares." As used in this Agreement, the
-----------------------
term "Shares" includes (a) all dividends (other than ordinary cash dividends
with a record date prior to the Closing) and distributions declared by Cendant
on the Shares subsequent to the date hereof and prior to the Closing and (b)
shall be appropriately adjusted to give effect to any subdivision, combination
or reclassification of the Shares effected prior to the Closing.
<PAGE>
IN WITNESS WHEREOF, each of the undersigned has caused this Agreement
to be duly signed as of the date first above written.
CENDANT CORPORATION
By: /s/
--------------------------------
Name:
Title:
JOHN C. MALONE CHARITABLE
REMAINDER UNITRUST
By: /s/
--------------------------------
Name: John C. Malone
Title: Trustee
